SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Opp Susan (Last) (First) (Middle) 600 THIRD AVENUE (Street) NEW YORK NY 10016 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/26/2011	3. Issuer Name and Ticker or Trading Symbol L 3 COMMUNICATIONS HOLDINGS INC [ LLL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See General Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,618(1)(2)	D
Common Stock	3,813(1)(2)	I	By husband

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
08/20/2002 Employee Stock Option (Right to Buy)	(3)	08/20/2012	Common Stock	333	$54.91	D
08/20/2002 Employee Stock Option (Right to Buy)	(3)	08/20/2012	Common Stock	667	$49	D
04/20/2004 Employee Stock Option (Right to Buy)	(3)	04/20/2014	Common Stock	2,000	$59.73	D
10/10/2005 Employee Stock Option (Right to Buy)	(3)	10/10/2015	Common Stock	1,250	$78.6	D
08/02/2006 Employee Stock Option (Right to Buy)	(3)	08/02/2016	Common Stock	625	$72.2	D
08/01/2007 Employee Stock Option (Right to Buy)	(3)	08/01/2017	Common Stock	4,992	$99.58	D
07/29/2008 Employee Stock Option (Right to Buy)	(3)	07/29/2018	Common Stock	7,479	$96.34	D
07/28/2009 Employee Stock Option (Right to Buy)	(3)	07/28/2019	Common Stock	14,905	$73.61	D
02/23/2010 Employee Stock Option (Right to Buy)	(3)	02/23/2020	Common Stock	14,069	$90.18	D
02/24/2011 Employee Stock Option (Right to Buy)	(3)	02/24/2021	Common Stock	17,983	$80.17	D

Explanation of Responses:

1. Does not include options to purchase shares of common stock.

2. Reflects additional shares acquired through the Company's Employee Stock Purchase Plan, Master Savings 401(k) Plan, and grants of Restricted Stock Units.

3. These options vest in equal one-third increments beginning on the one-year anniversary of the grant date.

Remarks:

Vice President and President, Communication Systems Group

	/s/ Allen E. Danzig as Attorney-in-Fact	04/28/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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